Filed by Automated Filing Services Inc. (604) 609-0244 - Cool Can Technologies - Exhibit 10.1





 AGREEMENT AND PLAN OF MERGER  

 THIS AGREEMENT AND PLAN OF MERGER (the “Merger Agreement”)
  is entered into on the 21st of May, 2004 by Cool Can Technologies, Inc., a Minnesota
  corporation (“Cool Can”) and NorPac Technologies, Inc., a Nevada corporation
  (“NorPac”). 

 PRELIMINARY STATEMENTS 

                NorPac
  is a wholly owned subsidiary of Cool Can. 

                The
  Boards of Directors of NorPac and Cool Can deem it desirable and in the
  best interests of their respective shareholders that Cool Can be merged with
  and into NorPac (the “Merger”) on the terms and conditions of this
  Agreement. 

                The
  Boards of Directors of NorPac and Cool Can, by resolutions duly adopted, have
  approved and adopted this Agreement. 

                It
  is intended that the Merger be completed pursuant to Section 302A.621 of the
  Minnesota Business Corporation Act and Section 92A.190 of the Nevada Revised
  Statutes. 

                It
  is intended that the Merger will qualify as a reorganization within the meaning
  of Section 368 of the Internal Revenue Code of 1986, as amended, and the rules
  and regulations promulgated thereunder 

                NOW
  THEREFORE the parties do hereby adopt the plan of reorganization encompassed
  by this Merger Agreement and do hereby agree that Cool Can shall merge with
  and into NorPac on the following terms, conditions and other provisions: 

 STATEMENT OF TERMS 

 SECTION 1 

  THE MERGER 

                1.1               
  The Merger. Subject to Section 1.8, upon and subject to the approval
  of the shareholders of Cool Can, Cool Can will be merged with and into NorPac
  in accordance with this Agreement, the Articles of Merger substantially in the
  form of Exhibit A attached to this Agreement (the “Articles of Merger”),
  and the applicable provisions of the Minnesota Business Corporation Act (the
  “Minnesota Law”) and the Nevada Revised Statutes (the “Nevada
  Law”). Following the Merger, NorPac will continue as the surviving corporation
  (“Surviving Corporation”) and the separate existence of Cool Can will
  cease. 

                1.2               
  Effective Time of the Merger. The Merger will be effective at the time
  (the “Effective Time”) of the later of (i) the filing of the Articles
  of Merger with the Secretary of State of the State of Minnesota and (ii)
  the filing of the Articles of Merger with the Secretary of State of the State
  of Nevada, which articles are to be filed in both places as soon as practicable
  on approval of the Merger by the shareholders of Cool Can. 

                1.3               
  Effect of the Merger. The Merger will have the effects set forth in of
  the Minnesota Law, including Section 302A.641 of the Minnesota Law and Section
  92A.250 of the Nevada Law. Without limiting the generality of the foregoing,
  and subject thereto, at the Effective Time all the property, rights, privileges,
  powers and franchises of NorPac and Cool Can will vest in Surviving Corporation
  without further act or deed, and all debts, liabilities and duties of NorPac
  and Cool Can will become the debts, liabilities and duties of Surviving Corporation.


                1.4               
  Certificate of Incorporation; Bylaws. 

                                     (a)
                 The
  certificate of incorporation of NorPac as in effect immediately prior to the
  Effective Time will continue unchanged, except to the extent amended by the
  Articles of Merger, and will be the certificate of incorporation of Surviving
  Corporation until thereafter amended in accordance with the terms thereof and
  in accordance with applicable law. 

 1





                                     (b)
                 At
  the Effective Time, the by-laws of NorPac, as in effect immediately prior to
  the Effective Time, will be the by-laws of Surviving Corporation until thereafter
  amended in accordance with the terms thereof and in accordance with applicable
  law. 

                1.5               
  Directors. The directors of Cool Can immediately prior to the Effective
  Time will be the directors and officers, respectively, of the Surviving Corporation
  after the Effective Time. The directors will hold office for the terms in effect
  immediately prior to the Effective Date. The directors will hold office until
  their successors are duly elected, appointed or qualified or until their earlier
  death, resignation or removal in accordance with certificate of incorporation
  and bylaws of Surviving Corporation. 

                1.6               
  Officers. The officers of Cool Can immediately prior to the Effective
  Time will be the directors of the Surviving Corporation after the Effective
  Time. The officers will hold office until their successors are duly elected,
  appointed or qualified or until their earlier death, resignation or removal
  in accordance with certificate of incorporation and bylaws of Surviving Corporation.


                1.7               
  Taking of Necessary Action. If after the Effective Time any further action
  is necessary to carry out the purposes of this Agreement or to vest the Surviving
  Corporation with full title to all assets, rights, approvals, immunities and
  franchises of either NorPac or Cool Can, and the officers and directors, or
  the former officers and directors, as the case may be, of NorPac and Cool Can
  and the Surviving Corporation will take all such necessary action. 

                1.8               
  Dissenting Shareholders. The Merger may be abandoned or discontinued
  prior to the Effective Time by a resolution of the board of directors of Cool
  Can in the event that 1% or more of the holders of Cool Can’s issued and
  outstanding shares of common stock will have exercised dissent rights in respect
  of the Merger. 

 SECTION 2 

  MERGER CONSIDERATION 

                2.1               
  Merger Consideration. 

                                     (a)               
  Conversion of Cool Can Common Stock. Each twenty (20) shares of Cool
  Can common stock, no par value per share (“Cool Can Common Stock”)
  issued and outstanding immediately prior to the Effective Time (other than Dissenting
  Shares, as defined in Section 2.4) will, by virtue of the Merger and without
  any action on the part of the holder thereof, be converted into one share of
  common stock of NorPac, par value $0.001 per share (each a share of “NorPac
  Common Stock”). 

                                     (b)               
  Conversion of NorPac Stock. Each share of NorPac Common Stock issued
  and outstanding immediately prior to the Effective Time will, by virtue of the
  Merger and without any action on the part of the holder thereof, be cancelled
  and returned to the status of authorized but unissued shares. 

                                     (c)               
  Conversion of Cool Can Stock Options. Each twenty (20) options to purchase
  or otherwise acquire shares of Cool Can Common Stock, whether for cash or other
  consideration (each, a “Cool Can Stock Option”) issued and outstanding
  immediately prior to the Effective Time will, by virtue of the Merger and without
  any action on the part of the holder thereof, be converted into one option to
  purchase or otherwise acquire shares of NorPac Common Stock on the same terms
  and conditions and will be recognized as such by NorPac (the “Option Conversion
  Ratio”). 

                                     (d)               
  Conversion of Cool Can 10% Convertible Notes. Each Cool Can 10% Convertible
  Note (each, a “Cool Can Convertible Note”), entitling the holder thereof
  to convert all or any portion of the Cool Can Convertible Note held by such
  holder into that number of fully paid and non-assessable shares of common stock
  of Cool Can equal to the principal amount of the Cool Can Convertible Note divided
  by the lesser of $0.001 or 50% of the average trading price of Cool Can’s
  common stock for the 10 trading days immediately preceding the date of conversion,
  prior to the Effective Time will, by virtue of the Merger and without any action
  on the part of the holder thereof, be converted into a 10% Convertible Note
  of the Surviving Corporation entitling the holder thereof to convert all or
  any portion of the Cool Can Convertible Note (the “Note Conversion Ratio”)
  held by such holder into that number of fully paid and non-assessable shares
  of common stock of the Surviving Corporation equal to the principal amount of
  the Cool Can Convertible Note divided by the lesser of $0.02 or 50% of the 

 2





 average trading price of the Surviving Corporation’s
  common stock for the 10 trading days immediately preceding the date of conversion
  on the same terms and conditions as the Cool Can Convertible Note and will be
  recognized as such by the Surviving Corporation. 

                2.2               
  Conversion Procedure. 

                                     (a)               
  Stock Certificate Conversion Procedure. After the Effective Time, each
  holder of Cool Can Common Stock will be entitled to exchange his, her, or its
  certificate representing the Cool Can Common Stock (“Cool Can Stock Certificate”)
  for a certificate representing the number of shares of NorPac Common Stock into
  which the number of shares of Cool Can Stock previously represented by such
  certificate surrendered have been converted pursuant to Section 2.1(a) of this
  Agreement. Each holder of Cool Can Common Stock may exchange his, her or its
  Cool Can Stock Certificate by delivering it to the Surviving Corporation and,
  if applicable, with all stock transfer and any other required documentary stamps
  affixed thereto and with appropriate instructions to allow the transfer agent
  to issue certificates for the NorPac Common Stock to the holder thereof. Until
  surrendered as contemplated by this Section 2.2, each Cool Can Stock Certificate
  will be deemed at any time after the Effective Time to represent only the right
  to receive NorPac Common Stock certificates representing the number of whole
  shares of NorPac Common Stock into which the shares of Cool Can Common Stock
  formerly represented by such certificate have been converted. Upon receipt of
  such Cool Can Stock Certificates, the Surviving Corporation will cause the issuance
  of the number of shares of NorPac Common Stock as converted pursuant to Section
  2.1(a) of this Agreement. 

                                     (b)               
  Cool Can Stock Option Conversion Procedure. After the Effective Time,
  to the extent determined necessary by the Surviving Corporation, the Surviving
  Corporation will replace the certificate, agreement or other documentation evidencing
  any Cool Can Stock Option (“Cool Can Stock Option Agreement”) with
  a new certificate, agreement, confirmation or other documentation for the purchase
  or acquisition of the same number of shares of NorPac Common Stock as were subject
  to the Cool Can Stock Option on terms as nearly equivalent to those of the Cool
  Can Stock Option Agreement, subject to the Option Conversion Ratio in Section
  2.1(c), as as may be accomplished under applicable law (the “Replacement
  Stock Option”). Any holder of a Cool Can Stock Option may request a Replacement
  Stock Option by notifying the Surviving Corporation of such request in writing
  and including a copy of his, her or its Cool Can Stock Option Agreement. No
  replacement of a Cool Can Stock Option will be issued until the original Cool
  Can Stock Option Agreement and any other documentation deemed reasonably necessary
  by the Surviving Corporation is signed and surrendered to the Surviving Corporation
  by the holder of the Cool Can Stock Option Agreement. Until surrendered as contemplated
  by this Section 2.2, each Cool Can Stock Option will be deemed at any time after
  the Effective Time to represent only the right to receive a Replacement Stock
  Option for the same number of shares of Cool Can Common Stock subject to the
  Cool Can Stock Option, subject to the Option Conversion Ratio in Section 2.1(c).


                                      (c)                
  Cool Can 10% Convertible Note Conversion Procedure. After the Effective
  Time, to the extent determined necessary by the Surviving Corporation, the Surviving
  Corporation will replace the certificate, agreement or other documentation evidencing
  any Cool Can Convertible Note with a new certificate, agreement, confirmation
  or other documentation for the acquisition of the number of shares of NorPac
  Common Stock as were subject to the Cool Can Convertible Note on terms as nearly
  equivalent to those of the Cool Can Convertible Note, subject to the Note Conversion
  Ratio in Section 2.1(d), as may be accomplished under applicable law (the “Replacement
  Note”). Any holder of a Cool Can Convertible Notes may request a Replacement
  Note by notifying the Surviving Corporation of such request in writing and including
  a copy of his, her or its Cool Can Convertible Note. No replacement of a Cool
  Can Convertible Notes will be issued until the original Cool Can Convertible
  Note and any other documentation deemed reasonably necessary by the Surviving
  Corporation is signed and surrendered to the Surviving Corporation by the holder
  of the Cool Can Convertible Note. Until surrendered as contemplated by this
  Section 2.2, each Cool Can Convertible Note will be deemed at any time after
  the Effective Time to represent only the right to receive a Replacement Note
  exercisable for the acquisition of the same number of shares of Cool Can Common
  Stock subject to the Cool Can Convertible Note, subject to the Note Conversion
  Ratio in Section 2.1(d). 

                2.3               
  No Fractional Shares. No fractional shares of NorPac Common Stock will
  be issued as a result of the Merger. In lieu of any such fractional shares,
  each holder of Cool Can Common Stock who would otherwise have been entitled
  to receive a fraction of a share of NorPac Common Stock in the Merger will be
  rounded up to the next nearest whole number of shares of NorPac Common Stock.


 3





                2.4               
  Appraisal Rights. Notwithstanding any provision of this Agreement to
  the contrary, shares of Cool Can Common Stock (“Dissenting Shares”)
  that are issued and outstanding immediately prior to the Effective Time and
  held by stockholders who did not vote in favor of the Merger and who
  comply with all of the relevant provisions of Section 302A.471 and Section 302A.473
  of the Minnesota Law (the “Dissenting Stockholders”) will not be converted
  into or be exchangeable for the right to receive NorPac Common Stock, unless
  and until such holders will have failed to perfect or will have effectively
  withdrawn or lost their rights to appraisal under the Minnesota Law. Cool Can
  will give the Surviving Corporation (i) immediate oral notice followed by prompt
  written notice of any written demands for appraisal of any shares of Cool Can
  Common Stock, attempted withdrawals of any such demands and any other instruments
  served pursuant to the Minnesota Law and received by Cool Can relating to stockholders'
  rights of appraisal, and (ii) will keep the Surviving Corporation informed of
  the status of all negotiations and proceedings with respect to demands for appraisal
  under the Minnesota Law. If any Dissenting Stockholder fails to perfect or will
  have effectively withdrawn or lost the right to appraisal, the shares of Cool
  Can Common Stock held by such Dissenting Stockholder will thereupon be treated
  as though such shares had been converted into the right to receive NorPac Common
  Stock pursuant to Section 2.1 of this Agreement. 

                2.5               
  No Further Ownership Rights in Cool Can Stock. The promise to exchange
  the Cool Can Common Stock for shares of NorPac Common Stock in accordance with
  the terms of this Section 2 will be deemed to have been given in full satisfaction
  of all rights pertaining to the Cool Can Common Stock, and there will be no
  further registration of transfers on the stock transfer books of Cool Can of
  the shares of Cool Can Common Stock that were outstanding immediately prior
  to the Effective Time. From and after the Effective Time, the holders of Cool
  Can Common Stock outstanding immediately prior to the Effective Time will cease
  to have any rights with respect to such Cool Can Common Stock, except as otherwise
  provided in this Agreement or by law. 

                2.6               
  Distributions with Respect to Unsurrendered Cool Can Stock. No dividends
  or other distributions with a record date after the Effective Time will be paid
  to the holder of any unsurrendered Cool Can Stock Certificate until the surrender
  of such Cool Can Stock Certificate in accordance with Section 2.2 of this Agreement.
  Following surrender of any such Cool Can Stock Certificate, the Surviving Corporation
  will pay to the holder of the NorPac Common Stock certificate issued in exchange
  the Cool Can Stock Certificate, without interest: (i) at the time of such surrender,
  the amount of dividends or other distributions with a record date after the
  Effective Time previously paid with respect to such NorPac Common Stock which
  such holder is entitled pursuant to Section 2.1 of this Agreement, and (ii)
  at the appropriate payment date, the amount of dividends or other distributions
  with a record date after the Effective Time but prior to such surrender and
  with a payment date subsequent to such surrender payable with respect to such
  NorPac Common Stock. 

                2.7               
  Lost, Stolen or Destroyed Certificates. If any certificate representing
  Cool Can Common Stock, any Cool Can Stock Option Agreement, or any Cool Can
  Convertible Note has been lost, stolen or destroyed, upon the making of an affidavit
  of that fact by the person claiming such certificate or agreement to be lost,
  stolen or destroyed and, if required by the Surviving Corporation, the posting
  by such person of a bond in such reasonable amount as the Surviving Corporation
  may direct as indemnity against any claim that may be made against it with respect
  to such certificate, the Surviving Corporation will cause to be issued in exchange
  for such lost, stolen or destroyed certificate, the applicable NorPac Common
  Stock, Replacement Stock Option or Replacement Note deliverable in respect thereof,
  pursuant to Section 2.1 of this Agreement. 

 4





 SECTION 3 

  MISCELLANEOUS PROVISIONS 

                3.1               
  Further Assurances. Each of the parties hereto will cooperate with the
  others and execute and deliver to the other parties hereto such other instruments
  and documents and take such other actions as may be reasonably requested from
  time to time by any other party hereto as necessary to carry out, evidence,
  and confirm the intended purposes of this Agreement. 

                3.2               
  Amendment. This Agreement may not be amended except by an instrument
  in writing signed by each of the parties. 

                3.3               
  Abandonment. At any time before the Effective Date, this Merger Agreement
  may be terminated and the Merger abandoned by either the board of directors
  of Cool Can or NorPac, or both, notwithstanding approval of the Merger by the
  shareholders of Cool Can. 

                3.4               
  Governing Law. This Agreement will be governed by and construed in accordance
  with the laws of the State of Nevada. 

                3.5               
  Counterparts. This Agreement may be executed in one or more counterparts,
  all of which will be considered one and the same agreement and will become effective
  when one or more counterparts have been signed by each of the parties and delivered
  to the other parties, it being understood that all parties need not sign the
  same counterpart. 

                3.6               
  Fax Execution. This Agreement may be executed by delivery of executed
  signature pages by fax and such fax execution will be effective for all purposes.


                3.7               
  Schedules and Exhibits. The schedules and exhibits are attached to this
  Agreement and incorporated herein. 

                IN
  WITNESS WHEREOF, this Merger Agreement, having first been duly approved by the
  board of directors of Cool Can and NorPac is hereby executed on behalf of each
  corporation. 

 COOL CAN TECHNOLOGIES, INC. 

  a Minnesota Corporation 

 /s/ Bruce Leitch

  Bruce Leitch, President 

 NORPAC TECHNOLOGIES, INC.

  a Nevada Corporation 

 /s/ Bruce Leitch

  Bruce Leitch, President 

 5





 

EXHIBIT A

 






		DEAN HELLER 

      Secretary of State 
 204 North Carson Street, Suite 1 

      Carson City, Nevada 89701-4299 

      (775) 684 5708 

      Website: secretaryofstate.biz 


 

	Articles of Merger
 (PURSUANT TO NRS 92A.200)
      
 Page 1


 Important: Read attached instructions before completing
  form. 

 ABOVE SPACE IS FOR OFFICE USE ONLY

 

  (Pursuant to Nevada Revised Statutes Chapter 92A)

  (excluding 92A.200(4b))

  SUBMIT IN DUPLICATE

	1) 	Name and jurisdiction of organization of each constituent
      entity (NRS 92A.200). If there are more than four merging entities, check
      box  ̈ and attach an 81/2" x
      11'' blank sheet containing the required information for each additional
      entity. 

        


	 	COOL CAN TECHNOLOGIES, INC.	 
	 	Name of merging entity	 
	 	 	 
	 	MINNESOTA	CORPORATION
	 	Jurisdiction	Entity type *
	 	 	 
	 	 	 
	 	Name of merging entity	 
	 	 	 
	 	 	 
	 	Jurisdiction	Entity type *
	 	 	 
	 	 	 
	 	Name of merging entity	 
	 	 	 
	 	 	 
	 	Jurisdiction	Entity type *
	 	 	 
	 	 	 
	 	Name of merging entity	 
	 	 	 
	 	 	 
	 	Jurisdiction	Entity type *
	 	 	 
	 	and,	 
	 	 	 
	 	NORPAC TECHNOLOGIES, INC.	 
	 	Name of surviving entity	 
	 	 	 
	 	NEVADA	CORPORATION
	 	Jurisdiction	Entity type *



* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.


 This form must be accompanied by appropriate fees.
  See attached fee schedule. 

Nevada Secretary of State AM Merger 2003

  Revised on: 10/24/03





		DEAN HELLER 

      Secretary of State 
 204 North Carson Street, Suite 1 

      Carson City, Nevada 89701-4299 

      (775) 684 5708 

      Website: secretaryofstate.biz 


 

	Articles of Merger
 (PURSUANT
      TO NRS 92A.200) 

      Page 2


 Important: Read attached instructions before completing
  form. 

 ABOVE SPACE IS FOR OFFICE USE ONLY

	2)	Forwarding address where copies of process
      may be sent by the Secretary of State of Nevada (if a foreign entity is
      the survivor in the merger - NRS 92A.1 90):
	 	 	 
	 	 	
        
          Attn:

        

      

	 	 	 
	 	 	
        
          c/o:

        

      

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	3) 	(Choose one)
	 	 	 
	 	x	The undersigned declares that a plan of merger has been
      adopted by each constituent entity (NRS 92A.200).
	 	 	 
	 	 ̈	The undersigned declares that a plan of merger has been
      adopted by the parent domestic entity (NRS 92A.180)
	 	 	 
	4)	Owner's approval (NRS
        92A.200)(options a, b, or c must be used, as applicable, for each entity)
        (if there are more than four merging entities, check box  ̈
        and attach an 8 1/2" x 11'' blank sheet containing the required information
        for each additional entity):

	 	 	 
	 	 	 
	 	 	 
	 	(a) 	Owner's approval was not required from
	 	 	 
	 	 	 
	 	 	Name of merging entity, if applicable
	 	 	 
	 	 	 
	 	 	Name of merging entity, if applicable
	 	 	 
	 	 	 
	 	 	Name of merging entity, if applicable
	 	 	 
	 	 	 
	 	 	Name of merging entity, if applicable
	 	 	 
	 	 	and, or;
	 	 	 
	 	 	 
	 	 	Name of surviving entity, if applicable


 This form must be accompanied by appropriate fees.
  See attached fee schedule. 

Nevada Secretary of State AM Merger 2003

  Revised on: 10/24/03





		DEAN HELLER 

      Secretary of State 
 204 North Carson Street, Suite 1 

      Carson City, Nevada 89701-4299 

      (775) 684 5708 

      Website: secretaryofstate.biz 


 

	Articles of Merger
 (PURSUANT
      TO NRS 92A.200) 

      Page 3


 Important: Read attached instructions before completing
  form. 

 ABOVE SPACE IS FOR OFFICE USE ONLY

	 	(b) 	The plan was approved by the required consent of the owners of *: 

       COOL CAN TECHNOLOGIES, INC.

        Name of merging entity, if applicable 

      Name of merging entity, if applicable 

      Name of merging entity, if applicable 

      Name of merging entity, if applicable 

      and, or; 

       NORPAC TECHNOLOGIES, INC.

        Name of surviving entity, if applicable 

       




* Unless otherwise provided in the certificate of trust or governing instrument
  of a business trust, a merger must be approved by all the trustees and beneficial
  owners of each business trust that is a constituent entity in the merger. 

 This form must be accompanied by appropriate fees.
  See attached fee schedule. 

Nevada Secretary of State AM Merger 2003

  Revised on: 10/24/03





		DEAN HELLER 

      Secretary of State 
 204 North Carson Street, Suite 1 

      Carson City, Nevada 89701-4299 

      (775) 684 5708 

      Website: secretaryofstate.biz 


 

	Articles of Merger
 (PURSUANT
      TO NRS 92A.200) 

      Page 4


 Important: Read attached instructions before completing
  form. 

 ABOVE SPACE IS FOR OFFICE USE ONLY

	 	(c) 	Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
      

       The plan of merger has been approved by the directors
        of the corporation and by each public officer or other person whose approval
        of the plan of merger is required by the articles of incorporation of
        the domestic corporation. 

       Name of merging entity, if applicable 

      Name of merging entity, if applicable 

      Name of merging entity, if applicable 

      Name of merging entity, if applicable 

      and, or; 

       Name of surviving entity, if applicable 




 

 This form must be accompanied by appropriate fees.
  See attached fee schedule. 

Nevada Secretary of State AM Merger 2003

  Revised on: 10/24/03





		DEAN HELLER 

      Secretary of State 
 204 North Carson Street, Suite 1 

      Carson City, Nevada 89701-4299 

      (775) 684 5708 

      Website: secretaryofstate.biz 


 

	Articles of Merger
 (PURSUANT
      TO NRS 92A.200) 

      Page 5


 Important: Read attached instructions before completing
  form. 

 ABOVE SPACE IS FOR OFFICE USE ONLY

	5) 	Amendments, if any, to the articles or
        certificate of the surviving entity. Provide article numbers, if available.
        (NRS 92A.200)*: 

        

      

          

      
	6) 	Location of Plan of Merger (check a or
        b): 

          

	 	 ̈	(a) 	The entire plan of merger is attached; 

          

	 	or, 	 
	 	x	(b) 	The entire plan of merger is on file at the registered
        office of the surviving corporation, limited-liability company or business
        trust, or at the records office address if a limited partnership, or other
        place of business of the surviving entity (NRS 92A.200). 

          

	7) 	Effective date (optional)":     7/12/04



 * Amended and restated articles may be attached as an exhibit
  or integrated into the articles of merger. Please entitle them ''Restated''
  or ''Amended and Restated,'' accordingly. The form to accompany restated articles
  prescribed by the secretary of state must accompany the amended and/or restated
  articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada
  parent owning 90% or more of subsidiary), the articles of merger may not contain
  amendments to the constituent documents of the surviving entity except that
  the name of the surviving entity may be changed. 

 ** A merger takes effect upon filing the articles of merger
  or upon a later date as specified in the articles, which must not be more than
  90 days after the articles are filed (NRS 92A.240). 

 This form must be accompanied by appropriate fees.
  See attached fee schedule. 

Nevada Secretary of State AM Merger 2003

  Revised on: 10/24/03





		DEAN HELLER 

      Secretary of State 
 204 North Carson Street, Suite 1 

      Carson City, Nevada 89701-4299 

      (775) 684 5708 

      Website: secretaryofstate.biz 


 

	Articles of Merger
 (PURSUANT
      TO NRS 92A.200) 

      Page 6


 Important: Read attached instructions before completing
  form. 

 ABOVE SPACE IS FOR OFFICE USE ONLY

	8) 	
        Signatures - Must be signed by: An officer of each Nevada corporation;
          All general partners of each Nevada limited partnership; All general
          partners of each Nevada limited partnership; A manager of each Nevada
          limited-liability company with managers or all the members if there
          are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
          

        (if there are more than four merging entities, check box  ̈
          and attach an 8 %'' x 1 1 '' blank sheet containing the required
          information for each additional entity.): 

            

      



	 	COOL CAN TECHNOLOGIES, INC.	 	 
	 	Name of merging entity	 	 
	 	 	 	 
	 	/s/ Bruce Leitch	President	07/07/2004
	 	Signature	Title	Date
	 	 	 	 
	 	______________________________	 	 
	 	Name of merging entity	 	 
	 	 	 	 
	 	______________________________	 	 
	 	Signature	Title	Date
	 	 	 	 
	 	 	 	 
	 	Name of merging entity	 	 
	 	 	 	 
	 	______________________________	 	 
	 	Signature	Title	Date
	 	 	 	 
	 	 	 	 
	 	Name of merging entity	 	 
	 	 	 	 
	 	______________________________	 	 
	 	Signature	Title	Date
	 	 	 	 
	 	NORPAC TECHNOLOGIES, INC.	 	 
	 	Name of surviving entity	 	 
	 	 	 	 
	 	/s/ Bruce Leitch	President	07/07/2004
	 	Signature	Title	Date


 * The articles of merger must be signed by each foreign constituent
  entity in the manner provided by the law governing it (NRS 92A.230). Additional
  signature blocks may be added to this page or as an attachment, as needed. 

 IMPORTANT: Failure to include any of the above information
  and submit the proper fees may cause this filing to be rejected. 

 This form must be accompanied
  by appropriate fees. See attached fee schedule. 

Nevada Secretary of State AM Merger 2003

  Revised on: 10/24/03